Common use of Issuance of Warrants Clause in Contracts

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein and subject to the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m), one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or 810,811 shares, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (as it relates to the Class A Common Warrants), Annex B (as it relates to the Class B Common Warrants) or Annex C (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. D (as it relates to the Class A Common Warrants), Exhibit E (as it relates to the Class B Common Warrants) or Exhibit F (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in or determinable under the Plan. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such Warrants are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as “Warrant Shares”. The Company shall promptly notify the Warrant Agent in writing upon the occurrence of the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed may presume conclusively for all purposes to contain all of that the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and or its nominee for each Book-Entry Warrant; (ii) by institutions that have accounts with DTC (eachsuch institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Company so elects, a Holder will be permitted Warrants are not DTC eligible as of the initial issuance date or DTC subsequently ceases to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC make its book-entry settlement system available for the same number of Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants evidenced by a Definitive Certificateare not eligible for, a “Warrant Exchange”)or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause provide written instructions to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure DTC to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by for cancellation each Book-Entry Warrant, and the Company shall instruct the Warrant Agent or the Companyto deliver to DTC definitive certificates in physical form evidencing such Warrants.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A A1 (as it relates to the Common Warrants) or Annex A2 (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it related to the Common Warrants) or Exhibit B2 (as it related to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (as it relates to the Common Warrants) or Annex B (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. C (as it relates to the Common Warrants) or Exhibit D (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (as it relates to the Offering Warrants) or Annex B (as it relates to the Representatives’ Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. C (as it relates to the Offering Warrants) or Exhibit D (as it relates to the Representatives’ Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting If a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Pre-Funded Warrants and the Common Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Pre-Funded Warrants and the Common Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Pre-Funded Warrants and the Common Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, subject to a Holder will be permitted Holder’s right to elect at any time to receive a Common Warrant or from time a Pre-Funded Warrant, as applicable, in certificated form in the form of Exhibit B-1, and/or Exhibit B-2 to time this Warrant Agreement. Any Holder desiring to elect to receive a Pre-Funded Warrant Exchange (as defined herein) pursuant to or a Common Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder in certificated form shall make such request in writing delivered to the Warrant Agent pursuant to Section 2.2.6, and shall surrender to the Company for Warrant Agent the exchange interest of some or all the Holder on the books of such Holder’s the Participant evidencing the Pre-Funded Warrants held in book-entry form for and/or the Common Warrants, each of which are to be represented by a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in through the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”)system. Thereupon, the Warrant Agent shallshall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as promptly the case may be, as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyso requested.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent (a) Warrants shall issue the Global Certificates be issued in registered form only. The Company shall have executed and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership Agent, for authentication and delivery, all Warrant Certificates, together with an Authentication Order with respect thereto, evidencing an initial aggregate Number of beneficial interests in the Warrants shall be shown on, and the transfer equal to 21,077,227 (such Number of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted Warrants subject to elect at any time or adjustment from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined described herein). If the Company has so elected, then upon written notice by a Holder to the The Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Sharesshall have, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery upon receipt of such Warrant Certificate Request Notice by the HolderCertificate(s) and Authentication Order, the “authenticated and delivered such Warrant Certificate Request Notice Date” Certificate(s) in accordance with Section 2.02 and the actual surrender upon delivery by the Holder of a number of registered such Warrants in the DTC book-entry settlement system for name of the Warrantholder(s), initially the Depositary, in accordance with Section 2.05. All such Warrants shall be dated as of the date hereof. (b) On any one or more dates after the execution and delivery of this Warrant Agreement, additional Warrant Certificates evidencing Warrants may be issued in accordance with this Section 2.01. Any such additional Warrants may be offered at a different public offering price than the Warrants dated as of the date hereof. Any additional Warrants issued after the execution and delivery of this Warrant Agreement will become part of the same number series as the Warrants issued on the date hereof; provided that no such additional Warrants may be issued unless they will be fungible with the Warrants dated as of the date hereof for United States federal income tax and securities law purposes. (c) All Warrants evidenced by a Definitive Certificate, a “issued under this Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange Agreement shall in all respects be equally and shall promptly issue and deliver (or cause to be delivered) ratably entitled to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date benefits hereof, without preference, priority, or distinction on account of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory actual time of the Company issuance and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the authentication or any other terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companythereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof (“Holders”) in such denominations and otherwise in accordance with written instructions delivered to the Warrant Agent by the Company. Initially, all of the Warrants shall be represented by one or more global Warrant Certificates registered in the name of Cede & Co., a nominee of The Depository Trust Company (“DTC”). Ownership of beneficial interests security entitlements in the Warrants held at DTC shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If Prior to due presentment for registration of transfer of any Warrant, the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to and the Warrant Agent may deem and treat the Holder as the absolute owner of such Warrant, for the purpose of any exercise thereof, and for all other purposes, and neither the Company for nor the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request Agent shall be in affected by any notice to the form attached hereto as Annex A contrary. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (such notice, the an “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeAuthorized Officer”), which need not be the same authorized signatory for all of the Warrant Agent shallCertificates, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed either manually or by facsimile or electronic signature signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Company and will Warrant Agent, which need not be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable same signatory for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery all of the Warrant Certificate Request NoticeCertificates, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive and no Warrant Certificate shall be deemed valid for all purposes to contain all any purpose unless so countersigned. In case any Authorized Officer of the terms and conditions Company that signed any of the Warrants evidenced by such Definitive Certificate and Warrant Certificates ceases to be an Authorized Officer of the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required Company before countersignature by the Warrant Agent or and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof in such denominations and otherwise in accordance with written the instructions delivered to the Warrant Agent by the Company. To the extent the Warrants are Depository Trust Company (“DTC”) eligible as of the Issuance Date, all of the Warrants shall be represented by one or more Book-Entry Warrants deposited with DTC and registered in the name of Cede & Co., a nominee of DTC. Ownership of beneficial interests in the Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and or its nominee for each Book-Entry Warrant; (ii) by institutions that have accounts with DTC (eachsuch institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Company so elects, a Holder will be permitted Warrants are not DTC Eligible as of the Issuance Date or DTC subsequently ceases to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC make its book-entry settlement system available for the same number Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) days of when the Warrants evidenced by a Definitive Certificateare not eligible for, a “Warrant Exchange”)or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause provide written instructions to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure DTC to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence for cancellation of authority that may reasonably be required by each Book-Entry Warrant, and the Company shall instruct the Warrant Agent to deliver to DTC definitive certificates in physical form evidencing such Warrants in substantially the form annexed hereto as Exhibit A or the CompanyExhibit B, as applicable.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A1 (as it relates to the Series A Common Warrants), Annex A2 (as it relates to the Series B Common Warrants) or Annex A3 (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it related to the Series A Common Warrants), Exhibit B2 (as it related to the Series B Common Warrants) or Exhibit B3 (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) The Company will electronically submit to the New York Stock Exchange a Supplemental Listing Application (the “NYSE SLAP”) prior to the entering into of this Agreement, and will use its reasonable best efforts to have the NYSE SLAP approved by DTC the NYSE within two weeks after the electronic submission. If the NYSE SLAP is not approved by the NYSE within two weeks after the electronic submission (the “Event”), then on the date of such Event and each monthly anniversary after the date of the Event, and until the NYSE SLAP is approved by the NYSE, the Company shall pay to each Holder an amount in cash, as a penalty, the product of 2.0% multiplied by the amount outstanding on the Notes issued to the Holder pursuant to the Purchase Agreement. If the Company fails to pay any penalty pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (iior such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such penalties are due until such amounts, plus all such interest thereon, are paid in full. The penalties pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure the Event. Upon such time as the New York Stock Exchange SLAP has been approved by institutions that have accounts with DTC the New York Stock Exchange, the Company will issue to each Investor a warrant in the form of Exhibit B hereto (each, a “ParticipantWarrant” and, collectively, the “Warrants”) to purchase up to a number of shares of common stock equal to the number of shares set forth opposite each Investor’s name on Schedule I. The Company has the right to repurchase the initial Warrants in accordance with Section 2(g) of the Warrant. (ii) If the Notes have not been repaid within six months after issuance, additional warrants will be issued to each Investor in an amount equal to the principal amount of the Note multiplied by 25%, and such quotient divided by a per share cash exercise price equal to 120% of the Volume Weighted Average Price (“VWAP”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”) during the ten (10) Trading Days immediately prior to issuance (the “Six Month Initial Exercise Price”). If The Company has the Company so electsright to repurchase such Warrants when the closing price of the shares of Common Stock on the market on which it is then listed or quoted exceeds 200% of the Six Month Initial Exercise Price for at least 20 out of 30 Trading Days, at a Holder will redemption price equal to the VWAP for the ten (10) days preceding the repurchase, less the exercise price, provided that the Warrant Shares are then registered pursuant to an effective registration statement or may be permitted to elect at any time or from time to time a Warrant Exchange resold via Rule 144 and the Equity Conditions (as defined hereinin the Warrants) are satisfied by the Company. (iii) If the Notes have not been repaid within nine months after issuance, additional warrants will be issued to each Investor in an amount equal to the principal amount of the Note multiplied by 25%, and such quotient divided by a per share cash exercise price equal to 120% of the VWAP of the Common Stock during the ten (10) Trading Days immediately prior to issuance (the “Nine Month Initial Exercise Price”). The Company has the right to repurchase such Warrants when the closing price of the shares of Common Stock on the market on which it is then listed or quoted exceeds 200% of the Nine Month Initial Exercise Price for at least 20 out of 30 Trading Days, at a redemption price equal to the VWAP for the ten (10) days preceding the repurchase, less the exercise price, provided that the Warrant Shares are then registered pursuant to a Warrant Certificate Request Notice an effective registration statement or may be resold via Rule 144 and the Equity Conditions (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice Warrants) are satisfied by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. (a) Upon the initial issuance execution of this Agreement, the Company will execute and deliver to the Warrant Agent one or more Warrant Certificates representing the number of Warrants issued pursuant to the Plan. Upon written order of the WarrantsCompany signed by its Chairman or President, or a Vice President and its Secretary, the Warrant Agent shall countersign, issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Plan. Each Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) Certificate issued pursuant to a Warrant Certificate Request Notice (as defined herein). If this Section 2.1 shall evidence the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Warrant Certificate, a “to purchase one Warrant Exchange”)Share, subject to adjustment as provided in Section 5. (b) From time to time, up to the Expiration Date, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue countersign and deliver (or cause to be delivered) Warrant Certificates in required whole number denominations to the Holder a Definitive Certificate for persons entitled thereto in connection with any replacement, transfer, exchange, adjustment or other issuance permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder; (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Holder; (iii) those issued upon any transfer or exchange pursuant to Section 2.4 hereof; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 6 hereof; and (v) at the option of the Company, in such number form may be approved by the Board of Warrant Shares in the name set forth Directors, to reflect any reasonable adjustment or change in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request NoticePrice, the Holder shall be deemed to be the holder number of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all shares of the terms and conditions Common Stock purchasable upon exercise of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyas provided in Section 5 hereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon The Issuer hereby agrees to issue and deliver to the initial issuance Warrant Holder on the date of the WarrantsInitial Closing Warrants evidencing rights to purchase 5.51725 shares of Common Stock, subject to adjustment as provided in Section 11 hereof, for each share of Preferred Stock purchased by the Warrant Holder pursuant to the Stock Purchase Agreement on the date of the Initial Closing and at any time on or before 5:00 P.M., New York City time, on the Expiration Date at a price per share equal to the Exercise Price. On the date of the Second Closing, if any (which shall be at the option of the Issuer in the circumstances described in Section 2.1(b)(iv) of the Stock Purchase Agreement), the Issuer hereby agrees to issue to the Warrant Agent Holder on the date of the Second Closing Warrants evidencing rights to purchase 5.51725 shares of Common Stock, subject to adjustment as provided in Section 11 hereof, for each share of Preferred Stock purchased by the Warrant Holder pursuant to the Warrant Agreement on the date of the Second Closing; provided, however, that if the Conversion Price of the Shares issued at the Second Closing is less than $7.25 the number of Warrants issued for each Share sold at the Second Closing shall issue be adjusted by the Global Certificates number obtained by (i) dividing $4,000,000 by the Conversion Price of the Shares sold at the Second Closing, (ii) multiplying the quotient obtained from such division by .40 and (iii) dividing the product obtained from such multiplication by 40,000. On the date of the Initial Closing and at the Second Closing, if any, simultaneously with the purchase of the Preferred Stock by the Warrant Holder pursuant to the Stock Purchase Agreement, the Issuer shall deliver to the Warrant Holder a Warrant Certificate evidencing the Warrants in which the DTC book-entry settlement system Warrant Holder is entitled to receive at the Initial Closing and the Second Closing, as the case may be, in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyhereof.

Issuance of Warrants. Upon (a) On the initial issuance Closing Date, in connection with (and as additional consideration for) the making of the WarrantsInitial Term Loan by the Initial Lenders, Parent has issued to each Initial Lender (or, with respect to certain of the Initial Lenders, to such Initial Lender’s Affiliate or Approved Fund identified on Schedule A of the Warrant Agreement), the number of Initial Warrants set forth opposite the name of such Initial Lender (or such Initial Lender’s Affiliate or Approved Fund, as applicable) on Schedule A of the Warrant Agreement. The Initial Warrants are governed by and entitled to the benefits, and subject to the terms of, the Warrant Agent Agreement. (b) On the First Amendment Effective Date, in connection with (and as additional consideration for) the making of the Additional Term Loan by the Initial Lenders, Parent shall issue to each Initial Lender (or, with respect to certain of the Global Certificates and deliver Initial Lenders, to such Initial Lender’s Affiliate or Approved Fund identified on Schedule A of the Additional Warrant Agreement), the number of Additional Warrants in set forth opposite the DTC book-entry settlement system in accordance with written instructions delivered name of such Initial Lender (or such Initial Lender’s Affiliate or Approved Fund, as applicable) on Schedule A of the Additional Warrant Agreement. Upon issuance pursuant to this Section 2.11(b), the Warrant Agent by the Company. Ownership of beneficial interests in the Additional Warrants shall be shown ongoverned by and shall be entitled to the benefits, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder subject to the terms, of the Additional Warrant Agent Agreement. (c) On the Fifth Amendment Effective Date, in connection with (and as additional consideration for) the Company for making of the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice 2023 Term Loan by the Holder2023 Term Loan Lenders, Parent shall issue to each 2023 Term Loan Lender (or, with respect to certain of the “2023 Term Loan Lenders, to such 2023 Term Loan Lender’s Affiliate or Approved Fund identified on Schedule A of the 2023 Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”Agreement), the Warrant Agent shallnumber of 2023 Warrants set forth opposite the name of such 2023 Term Loan Lender (or such 2023 Term Loan Lender’s Affiliate or Approved Fund, as promptly as practicableapplicable) on Schedule A of the 2023 Warrant Agreement. Upon issuance pursuant to this Section 2.11(c), effect the Warrant Exchange 2023 Warrants shall be governed by and shall promptly be entitled to the benefits, and subject to the terms, of the 2023 Warrant Agreement. (d) On the 2024 Borrowing Date, in connection with (and as additional consideration for) the making of the 2024 Term Loan by the 2024 Term Loan Lenders, Parent shall issue and deliver to each 2024 Term Loan Lender (or, with respect to certain of the 2024 Term Loan Lenders, to such 2024 Term Loan Lender’s Affiliate or Approved Fund identified on Schedule A of the 2024 Warrant Agreement), the number of 2024 Warrants set forth opposite the name of such 2024 Term Loan Lender (or cause such 2024 Term Loan Lender’s Affiliate or Approved Fund, as applicable) on Schedule A of the 2024 Warrant Agreement. Upon issuance pursuant to this Section 2.11(d), the 2024 Warrants shall be delivered) governed by and shall be entitled to the Holder a Definitive Certificate for such number benefits, and subject to the terms, of the 2024 Warrant Shares Agreement. (e) On the Seventh Amendment Funding Date, in connection with (and as additional consideration for) the name amendments set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original Amendment Number Seven, Parent shall issue date to each 2024 Term Loan Lender (or, with respect to certain of the Warrants2024 Term Loan Lenders, will be executed manually to such 2024 Term Loan Lender’s Affiliate or by facsimile or electronic signature by an authorized signatory Approved Fund identified on Schedule A of the Company and will be in Additional 2024 Warrant Agreement), the form attached hereto number of Additional 2024 Warrants set forth opposite the name of such 2024 Term Loan Lender (or such 2024 Term Loan Lender’s Affiliate or Approved Fund, as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery applicable) on Schedule A of the Additional 2024 Warrant Certificate Request NoticeAgreement. Upon issuance pursuant to this Section 2.11(e), the Holder Additional 2024 Warrants shall be deemed governed by and shall be entitled to be the holder benefits, and subject to the terms, of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Additional 2024 Warrant Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. Upon On the initial Effective Date or a date that is as soon as reasonably practicable after the Effective Date, each of the Series A Warrants and the Series B Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Series A Warrants and the Series B Warrants to the extent such are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein and subject to the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(n) hereof, if applicable, one share of Common Stock at the Exercise Price per share specified therein; provided, that if at any time during the period beginning on the date that is 180 days prior to the Expiration Date and ending on the Expiration Date, the issuance of Warrant Shares to a Holder upon exercise of one or more Warrants held by such Holder pursuant to this Agreement is prohibited by Section 5(n) hereof, then the Warrants, Company and the Warrant Agent shall issue enter into and execute the Global Certificates and deliver Xxxxx Act Warrant Agreement (provided that the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to Company shall provide the Warrant Agent by with at least two (2) Business Days written notice of its desire to enter into the Company. Ownership of beneficial interests in the Warrants shall be shown onXxxxx Act Warrant Agreement), and the transfer after such execution and upon proper exercise of such ownership shall be effected through, records maintained Warrants by such Holder (i) by DTC and (ii) by institutions that have accounts which exercise is otherwise in compliance with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of this Agreement, including payment of the Exercise Price, other than Section 5(n)), such Holder will be entitled to receive from the Company, one Xxxxx Act Warrant in lieu of each such Warrant Share otherwise issuable to such Holder upon such exercise. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants evidenced by are referred to herein as the “Warrant Shares”. To the extent the Warrant Shares are shares of Common Stock, the maximum number of Warrant Shares issuable pursuant to all Series A Warrants issued pursuant to this Agreement shall be 2,432,432 shares of Common Stock, as such Definitive Certificate and amount may be adjusted from time to time pursuant to the terms of this Agreement. A party requesting a To the extent the Warrant Exchange must provide Shares are shares of Common Stock, the maximum number of Warrant Shares issuable pursuant to all Series B Warrants issued pursuant to this Agreement shall be 2,629,657 shares of Common Stock, as such amount may be adjusted from time to time pursuant to the terms of this Agreement. The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon (a) On the initial issuance of the WarrantsClosing Date, the Warrant Agent Company shall initially issue and execute the Global Certificates and deliver the Warrants in the DTC book-entry settlement system Warrant (in accordance with written instructions delivered Section 2.02) evidencing an initial aggregate Number of Warrants equal to the Warrant Agent by the Company. Ownership 3,529,412 (such Number of beneficial interests in the Warrants shall to be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted subject to elect at any time or adjustment from time to time a Warrant Exchange (as defined described herein) pursuant to a in accordance with the terms of this Warrant Certificate Request Notice (as defined herein). If Agreement and the Company has so elected, then upon written notice by a Holder Plan and deliver such Global Warrant to the Warrant Agent, for authentication, along with a duly executed Authentication Order. The Warrant Agent and shall then Transfer such Global Warrant to the Company Global Warrant Holder for crediting to the accounts of the applicable Participants for the exchange benefit of some the applicable Initial Warrant Holders pursuant to the procedures of the Depository and in accordance with the Plan on or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing after the same number of Closing Date. The Global Warrant Shares, which request shall evidence one or more Warrants. Each Warrant evidenced thereby shall be exercisable (upon payment of the Exercise Price (in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder case of a number of Warrants in Full Physical Settlement) or pursuant to Net Share Settlement and compliance with the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name procedures set forth in this Warrant Agreement) for one share of Common Stock. (b) All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date benefits hereof, without preference, priority, or distinction on account of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory actual time of the Company issuance and will be authentication or any other terms thereof. Each Warrant shall be, and shall remain, subject to the provisions of this Warrant Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificateterms hereof. The Company agrees that, upon the date of delivery Global Warrant Holder shall be bound by all of the terms and provisions of this Warrant Certificate Request NoticeAgreement as fully and effectively as if the Global Warrant Holder had signed the same. (c) Any Warrant that is forfeited by a Beneficial Owner, cancelled as a result of being unclaimed in accordance with Section E of Article VII of the Holder Plan, or repurchased by the Company shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed no longer outstanding for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable for to deliver, the Company’s failure Definitive Certificate to deliver the Holder within one (1) Trading Day of the Warrant CertificateCertificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent (a) The Company shall issue the Global Certificates execute and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by Agent, for authentication and delivery to the Company. Ownership of beneficial interests Initial Warrantholders on the Closing Date, a Certificated Warrant in the name of each Initial Warrantholder, together with an Authentication Order with respect thereto, evidencing an initial aggregate Number of Warrants shall be shown on, and the transfer equal to 11,508,204 (such Number of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted Warrants subject to elect at any time or adjustment from time to time a Warrant Exchange (as defined described herein) pursuant to a in accordance with the terms of this Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent Agreement and the Company for Plan. Each Certificated Warrant shall evidence one or more Warrants. Each Warrant evidenced thereby entitles the exchange holder, upon proper exercise and payment of some or all the applicable Exercise Price to receive from the Company, as adjusted as provided herein, one share of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing Class A Common Stock at the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Exercise Price. The Warrant Agent shall, as promptly as practicableupon receipt of such Certificated Warrant and Authentication Order, effect authenticate, manually countersign and on the Closing Date, deliver such Certificated Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for respective Initial Warrantholder in accordance with Section 2.02. All such number Warrants shall be dated as of Warrant Shares in the name Closing Date. (b) Except as set forth in Section 2.06 and Section 5.02, the Warrants delivered to each Initial Warrantholder on the Closing Date shall be the only Warrants issued or outstanding under this Warrant Certificate Request Notice. Such Definitive Certificate will Agreement. (c) All Warrants issued under this Warrant Agreement shall in all respects be dated equally and ratably entitled to the original issue date benefits hereof, without preference, priority, or distinction on account of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory actual time of the Company issuance and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the authentication or any other terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companythereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon the initial issuance (a) The Warrants will constitute direct, unconditional and unsecured obligations of the WarrantsCompany and will rank on a parity with the Company's other unsecured contractual obligations and with the Company's unsecured and unsubordinated debt. (b) Each Warrant shall represent the right, subject to the provisions contained herein, to receive the Cash Settlement Value or the Alternative Settlement Value, as the case may be (each as defined herein), of such Warrant. In no event shall a registered or beneficial holder of a Warrant Agent shall issue (each a "Warrantholder") be entitled to receive any interest on any Cash Settlement Value or Alternative Settlement Amount. (c) Forty-five calendar days after the Global Certificates and deliver date of this Agreement each Warrantholder will have the option to convert the form in which such Warrantholder holds his Warrants in the DTC from certificated to book-entry settlement system in accordance with written instructions delivered to form (the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”"Conversion Option"). If the Company so elects, a Holder The Conversion Option will be permitted available for forty-five calendar days from _______ __, 1995, through _______ __, 1995 (the "Conversion Option Period"). To utilize the Conversion Option a Warrantholder must deliver or arrange to elect at any time or from time deliver his Warrants to time an entity (a Warrant Exchange "Participant") entitled to execute, clear and settle transactions through the Depository (as defined herein) pursuant to through which such Warrantholder's beneficial interest after electing the Conversion Option will be maintained, who will then deposit the Warrants with the Depository or its nominee. Once a Warrant Certificate Request Notice (as defined herein). If Warrantholder has elected the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of Conversion Option such Holder’s Warrantholder may hold his Warrants held only in book-entry form and will not be able to change his election or withdraw from the book-entry system during the Conversion Option Period or thereafter. Accordingly, except as hereinafter provided, ownership of the Warrants in certificated form will no longer be available to Warrantholders who have elected the Conversion Option and ownership of the Warrants surrendered under the Conversion Option will be represented by a single certificate (the "Global Warrant Certificate"); provided, however, that if the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a Definitive Certificate evidencing successor Depository is not appointed by the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such noticeCompany within 90 days, the “Company will reissue Warrant Certificates (as defined herein) in exchange for the Global Warrant Certificate. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate Request Notice” and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate. In either instance, and in accordance with the date provisions of delivery of such Warrant Certificate Request Notice by the Holderthis Agreement, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of each Warrantholder will be entitled to have a number of Warrants equal to such Warrantholder's beneficial interest in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Global Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares registered in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company Warrantholder and will be entitled to physical delivery of such Warrants in the certificated form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificateby a Participant. The Company agrees that, upon provisions of Section 1.07 shall apply only if and when the date of delivery of the Conversion Option is utilized and a Global Warrant Certificate Request Noticeis issued hereunder. Unless the context shall otherwise require, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything and subject to the contrary set forth hereinprovisions of Section 1.07, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of references in this Agreement. A party requesting a Warrant Exchange must provide Agreement to the Warrant Agent any evidence Certificates (other than in Sections 1.02, 1.03, 1.04, 1.05, 1.06 and 1.07) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued. (d) After the last day of authority that may reasonably the Conversion Option Period, Warrantholders shall not be required by the Warrant Agent entitled to hold Warrants in certificated form through CEDEL or the CompanyEuroclear (as such terms are defined herein).

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A A1 (as it relates to the Common Warrants) or Annex A2 (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it related to the Common Warrants) or Exhibit B2 (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered (a) Subject to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of this Agreement, (i) the Company hereby issues to the Stock Purchasers, such number of New Equity Contingent Warrants evidenced by as set opposite the name of such Definitive Certificate Stock Purchaser on Schedule B and (ii) on each Exercise Date (as defined in the Conversion Option), the Company shall issue to each Holder (as defined in the Conversion Option) exercising the Conversion Option on such date, the number of Conversion Contingent Warrants issuable pursuant to the terms of the Conversion Option, in respect of such exercise. Each exercising holder referred to in the immediately preceding clause (ii) shall become a party to this AgreementAgreement (with such Persons being referred to herein as the “Conversion Purchasers”, and the Stock Purchasers and Conversion Purchasers collectively referred to herein as the “Purchasers”) and the Company shall list the name and the number of Warrants so issued to such holder on Schedule C. (b) Each Warrant Certificate shall evidence the number of Warrants specified therein, and each Warrant evidenced thereby shall, when exercisable as provided herein and therein, represent the right, subject to the provisions contained herein and therein, to purchase from the Company (and the Company shall issue and sell to the holder of such Warrant upon exercise thereof) one fully paid and non-assessable share of Common Stock at an exercise price of $0.01 per share. A party requesting The shares issuable upon exercise of a Warrant Exchange must provide are hereinafter referred to as the “Shares” and are subject to adjustment as provided herein and in the Warrant, and, unless the context otherwise requires, such term shall also include any other securities or property purchasable and deliverable upon exercise of a Warrant Agent any evidence of authority that may reasonably be required by as provided in Article V, subject to adjustment as provided herein and in the Warrant Agent or the CompanyWarrant.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Warrant Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Warrant Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Warrant Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. A. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Warrant Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Warrant Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as practicable, but in no event later than one (1) Business Day, after the Effective Date (such date, the “Date of Issuance”), the Company will issue and distribute the Warrants as set forth in the Plan of Reorganization. (b) The maximum number of shares of Common Stock issuable pursuant to the Warrant Agent by the Company. Ownership exercise of beneficial interests in the Warrants shall be shown on6,210,000 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder Depositary, on or promptly after the Effective Date. Notwithstanding the foregoing, any Warrants which are not issuable through the Depositary shall either be (x) represented by certificates (including the Global Warrant Certificates, “Warrant Certificates”; and any Warrant represented by a Definitive Certificate for such number Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by electronic entry registration on the books of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on Transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(c) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (as it relates to the Offering Warrants) or Annex B (as it relates to the Placement Agent Warrant) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. C (as it relates to the Offering Warrants) or Exhibit D (as it relates to the Placement Agent Warrant). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting If a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon Subject to the initial prior approval of the NYSE and TSX and any applicable regulatory authorities, the Lender shall be issued 4,000,000 Warrants whereby each Warrant represents a transferable common share purchase warrant granting the right to acquire one common share of the Borrower at a price of: (i) CDN$0.45 or (ii) US$0.35 per share, for a period of 5 years from the date of issuance, evidenced by the Warrant Certificate substantially in the form attached as Schedule “C” hereto. The Lender shall take all reasonable commercial efforts to file and make effective a registration statement within four months from the date of the issuance of the Warrants permitting the resale of the common shares issuable upon exercise of the Warrants by the Lender. As a condition to receiving the Warrants, the Warrant Agent shall issue Lender represents and warrants that it is not in the Global Certificates and deliver United States (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended), did not receive an offer to acquire the Warrants while in the DTC book-entry settlement system United States, and did not execute this Agreement or otherwise place its order to acquire the Warrants from within the United States. q) Article 7 be amended to include Dejour Alberta in accordance with written instructions delivered providing the covenants, as applicable, to the Warrant Agent by the Company. Ownership Lender. r) The last paragraph of beneficial interests in the Warrants Section 8.1 shall be shown on, deleted in its entirety and replaced with the transfer following: With respect to any Event of such ownership shall be effected through, records maintained Default described above which is capable of being cured and does not already provide for a cure procedure (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCurable Default”), the Warrant Agent shall, as promptly as practicable, effect occurrence of such Curable Default shall not constitute an Event of Default hereunder if such Curable Default is fully cured and/or corrected within 15 days however an Event of Default with respect to a Monthly Repayment shall not constitute an Event of Default hereunder if such Curable Default is fully cured and/or corrected within 5 Business Days. s) An additional paragraph be added to Section 11.5 with the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) following: Subsequent to the Holder a Definitive Certificate for such number entering into of Warrant Shares in this Agreement, the name set forth in Lender covenants that it will further amend the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date terms of this Agreement to permit subordination of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory Security Interest granted in favour of the Company and will be in Lender to any subsequently incurred senior secured debt of the form attached hereto as Exhibit B. In no event shall Borrower provided that the Warrant Agent be liable for proceeds are used to repay the Company’s failure to deliver Indebtedness of the Warrant CertificateLender. 2. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder foregoing changes shall be deemed to be the holder effective as of the Definitive Certificate anddate of this Second Amending Agreement and Joinder and shall be incorporated into the Loan Agreement, notwithstanding anything as amended by the First Amending Agreement, as if it had been made as of the date thereof. 3. Each of the Borrower, the Guarantor and Dejour Alberta shall grant and file the appropriate registrations with respect to the contrary set forth hereinAmended Security within 30 days from the date of this Second Amending Agreement and Joinder as reasonably required by the Lender, including any filings as appropriate to preserve, perfect or protect the security in the collateral granted to the Lender. 4. Each party will from time to time promptly execute and deliver all further documents and take all further action necessary or appropriate to give effect to and perform the provisions and intent of this Second Amending Agreement and Joinder. 5. Other than as specifically provided in this Second Amending Agreement and Joinder, the Definitive Certificate provisions of the Loan Agreement, as amended by the First Amending Agreement, remain in full force and effect and unamended. 6. This Second Amending Agreement and Joinder may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be deemed for all purposes to contain an original but all of the terms and conditions of the Warrants evidenced by such Definitive Certificate which together shall be deemed to constitute one and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companysame instrument.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan, on or as soon as reasonably practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue the Warrants to the Warrant Agent by the Company. Ownership Xxxx X. Xxxxxxx. (b) The maximum number of beneficial interests in shares of Class A Common Stock issuable pursuant to exercise of the Warrants shall be shown on140,023 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares, which request shall be “Depositary”) in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.3(a) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder Depositary, on or as soon as reasonably practicable after the Effective Date. Notwithstanding the foregoing, any Warrants shall either be (x) represented by certificates (together with the Global Warrant Certificates, “Warrant Certificates”; and any Warrant represented by a Definitive Certificate for such number Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by electronic entry registration on the books of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(c) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue and distribute the Warrants. (b) The maximum number of shares of Common Stock issuable pursuant to the Warrant Agent by the Company. Ownership exercise of beneficial interests in the Warrants shall be shown on3,040,540 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or promptly after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants which are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (including the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(c) and the Companyapplicable procedures of the Depositary and the Warrant Agent. (d) The Company shall provide an opinion of counsel concurrent with the execution of this Agreement by the parties. The opinion shall state that all warrants or Common Stock, as applicable, are: (1) either, registered under the Securities Act of 1933, as amended, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the warrants or shares; and (2) validly issued, fully paid and non-assessable.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the Stated Value of the Series J Convertible Preferred Stock, as set forth in the Certificate of Designation), of the Series J Convertible Preferred Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as reasonably practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue the Warrants to holders of Allowed Verso First Lien Claims, as set forth in the Warrant Agent by the Company. Ownership Plan of beneficial interests in Reorganization. (b) The maximum number of shares of Class A Common Stock issuable pursuant to exercise of the Warrants shall be shown on1,810,035 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or as soon as reasonably practicable after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants which are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (together with the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(c) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon On the initial issuance of the WarrantsClosing Date, the Warrant Agent shall issue Warrants will be issued by the Global Certificates and deliver the Warrants Company to Seller in the DTC book-entry settlement system amount specified in accordance with the Share Purchase Agreement upon delivery by the Company of a written instructions delivered notice to the Warrant Agent by of the Company. Ownership issuance date of beneficial interests in the Warrants shall be shown on, and the transfer number of such ownership Warrants to be so issued pursuant to the Share Purchase Agreement. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof, the Company will cause the Warrants to be effected through, issued to Seller on the Closing Date by book-entry registration on the books and records maintained of the Warrant Agent (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If Each Warrant entitles the Company so electsHolder, a Holder will upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n), one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or 8,100,000 shares of Common Stock, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Closing Date on the Closing Date. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyClosing Date has not occurred.

Issuance of Warrants. Upon On the initial issuance Business Day prior to the Closing Date, the Administrative Agent shall deliver to the Company a written order in the form of Exhibit C hereto specifying (x) the names of the WarrantsInitial Lender(s) to whom Warrants shall be issued by the Company, (y) the number of Warrants to be delivered to such Initial Lender and (z) the corresponding number of shares of Common Stock into which such Warrants shall be exercisable. On the Closing Date, (i) contemporaneous with the funding by each Initial Lender of its pro rata percentage of the Initial Loans and (ii) subject to receipt by the Company of a Certificate from such Initial Lender, substantially in the form of Exhibit D hereto, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent shall issue the Global Certificates countersign and deliver the Warrants to such Initial Lender, Warrant Certificates registered in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, name or names and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrants as shall be specified by the Administrative Agent in such order. Following the Closing Date, the Company shall issue Warrants directly to Persons who execute an Assignment and Assumption (as defined in the Term Loan Agreement) with an Initial Lender in accordance with this paragraph (each such Person, an “Eligible Assignee”). Not less than one Business Day prior to the proposed Issuance Date of such Warrants the Administrative Agent shall deliver to the Company a written order in the form of Exhibit C hereto specifying (x) the names of each Eligible Assignee to whom Warrants shall be issued by the Company, (y) the number of Warrants to be delivered to such Eligible Assignee and (z) the corresponding number of shares of Common Stock into which such Warrants shall be exercisable. The Administrative Agent may not deliver a written order as aforesaid pursuant to this paragraph at any time following the fifth Business Day following the Closing Date. On the Issuance Date, subject to receipt by the Company of a Certificate from such Initial Lender, substantially in the form of Exhibit D hereto, the Company shall execute and deliver to the Warrant Shares Agent, and the Warrant Agent shall countersign and deliver to such Eligible Assignee, Warrant Certificates registered in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date or names and for such number of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto Warrants as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required specified by the Warrant Administrative Agent or the Companyin such order.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B-1, Exhibit B-2 and Exhibit B-3, as applicable. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable for to deliver, the Company’s failure Definitive Certificate to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery Holder within three (3) Trading Days of the Warrant Certificate Request Notice, Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything subject to the contrary set forth hereinWarrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Definitive Certificate Company shall be deemed pay to the Holder, in cash, as liquidated damages and not as a penalty, for all purposes to contain all each $1,000 of the terms and conditions of the Warrants Warrant Shares evidenced by such Definitive Certificate and Certificate, of the terms of this Agreement. A party requesting a Warrant Exchange must provide to Common Stock on the Warrant Agent any evidence of authority that may reasonably be required by Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Agent or Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Company.Holder rescinds such

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate or Individual Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein, one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted 2,066,627 shares (or such greater number as is required to elect at any time or be issued pursuant to the Plan), as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon (a) In connection with each $*** increment (or part thereof) of aggregate principal amount of borrowings hereunder, the initial issuance Borrower shall issue to the Lender Warrants to purchase an aggregate of ***% of the Warrants, the Warrant Agent shall issue the Global Certificates Outstanding Borrower Common Stock (divided among Callable Warrants and deliver the Non-Callable Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership as set forth below) at an exercise price of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained $.01 per share (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantWarrant Issuance”). If A Warrant Issuance shall occur upon the Company so elects, a Holder will be permitted funding of the initial Loan hereunder in an amount up to elect at $*** and upon the funding of any time or from time to time a Warrant Exchange (as defined herein) additional Loan that increases the aggregate principal amount borrowed pursuant to a Warrant Certificate Request Notice Loans hereunder (as defined herein). If whether or not subsequently repaid) to an amount equal to or in excess of the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange next multiple of some or all $*** in excess of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be $*** (each increase in the form attached hereto aggregate amount borrowed hereunder to an additional multiple of $*** in excess of $*** is referred to herein as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeIssuance Threshold”). With respect to any Loan that causes the aggregate principal amount of borrowings hereunder to meet or exceed more than one Warrant Issuance Threshold, there shall be a Warrant Issuance for each Warrant Issuance Threshold met or exceeded as a result of such Loan. Any addition of accrued and unpaid interest on any Loan or the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) PIK Note to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure principal amount outstanding pursuant to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting Agreement shall be taken into account in determining the aggregate amount borrowed hereunder for purposes of determining whether a Warrant Exchange must provide Issuance Threshold has been reached, and any such addition which causes a Warrant Issuance Threshold to be reached shall result in a Warrant Issuance hereunder. (b) With respect to each of the first four Warrant Issuances hereunder, the Borrower shall issue Callable Warrants to purchase ***% (rounded to the next closest share) of the Outstanding Borrower Common Stock and Non-Callable Warrants to purchase ***% (rounded to the next closest share) of the Outstanding Borrower Common Stock. With respect to the fifth through eight Warrant Issuances hereunder, the Borrower shall issue Callable Warrants to purchase ***% (rounded to the next closest share) of the Outstanding Borrower Common Stock and Non-Callable Warrants to purchase ***% (rounded to the next closest share) of the Outstanding Borrower Common Stock. With respect to each Warrant Issuance after the eighth Warrant Issuance, the Borrower shall issue Non-Callable Warrants to purchase ***% of the Outstanding Borrower Common Stock. For illustration purposes only, if the maximum amounts that are permitted to be borrowed hereunder are borrowed (subject, as applicable, to the Lender’s sole and absolute discretion) in a series of Loans with each Loan being in the maximum permitted principal amount and no PIK Advances are made in respect of accrued interest on Loans hereunder, Warrants would be issued as follows: (i) upon funding of the initial Loan of $*** the Borrower would issue to the Lender a Callable Warrant to purchase ***% of the Outstanding Borrower Common Stock and a Non-Callable Warrant to purchase ***% of the Outstanding Borrower Common Stock; (ii) upon funding of the next Loan of $*** (which would give rise to *** Warrant Issuances), the Borrower would issue to the Lender *** Callable Warrants each to purchase ***% of the Outstanding Borrower Common Stock and *** Non-Callable Warrants each to purchase ***% of the Outstanding Borrower Common Stock; (iii) upon funding of the next Loan of $*** (which would give rise to *** Warrant Issuances), the Borrower would issue to the Lender *** Callable Warrants each to purchase ***% of the Outstanding Borrower Common Stock and *** Non-Callable Warrants each to purchase ***% of the Outstanding Borrower Common Stock; and (iv) upon funding of the next Loan of $*** (which would give rise to *** Warrant Issuances), the Borrower would issue to the Lender *** Non-Callable Warrants each to purchase ***% of the Outstanding Borrower Common Stock. (c) The Borrower may at its option terminate all outstanding Callable Warrants that have not yet reached their respective Call Termination Dates (the “Warrant Call”) by (i) delivering written notice to the Lender, (ii) paying all amounts of unpaid principal and accrued interest outstanding on all Loans made hereunder and on the PIK Note issued hereunder and (iii) paying to the Lender the Loan Premium Amount. Upon the exercise of the Warrant Call, the Lender shall promptly return to the Borrower for cancellation all Callable Warrants that have been terminated pursuant to the Warrant Agent any evidence of authority Call. Any Callable Warrants that may reasonably be required are not terminated by the Warrant Agent or Call because such Warrant Call occurs after the Companyrespective Call Termination Dates applicable to such Callable Warrants shall remain exercisable pursuant to their respective terms after the Warrant Call. After the exercise of the Warrant Call there shall be no additional Loans hereunder.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as reasonably practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue the Warrants to holders of EGC Unsecured Notes Claims and EPL Unsecured Notes Claims, as set forth in the Warrant Agent by the Company. Ownership Plan of beneficial interests in Reorganization. (b) The maximum number of shares of Common Stock issuable pursuant to exercise of the Warrants shall be shown on2,119,889 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or as soon as reasonably practicable after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants which are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (together with the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided, that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(c) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue the Warrants to the Warrant Agent by New 2L Notes Purchasers, as set forth in the Company. Ownership Plan of beneficial interests in Reorganization. (b) The maximum number of shares of Common Stock issuable pursuant to exercise of the Warrants shall be shown on2,499,999 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or promptly after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants that are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (including the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on Transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(d) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon (a) Warrants shall only be issued in the event that (1) the 30-Day VWAP for the Common Stock is less than the initial issuance public offering price per share of the WarrantsCommon Stock and (2) the Warrants are approved for listing, subject to official notice of issuance, on the NYSE or NYSE Amex (together, the Warrant Agent shall issue the Global Certificates and deliver the Warrants “Issuance Conditions”). Only purchasers of Common Stock in the DTC book-entry settlement system in accordance with written instructions delivered initial public offering of the Common Stock (the “IPO”) will be eligible to the receive Warrants issued pursuant to this Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC Agreement (each, a “ParticipantQualifying Stockholder”) and then only with respect to shares of Common Stock that they (i) purchased in the IPO, (ii) have held continuously for the full Holding Period and (iii) have not, directly or indirectly, sold, offered, contracted or granted any option to sell (including without limitation any short sale), pledged, transferred, established an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act on, or otherwise disposed of, or publicly announced an intention to do any of the foregoing, with respect to any of such shares during such Holding Period (each, a “Qualifying Share”). If the The Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to shall promptly notify the Warrant Agent and in writing upon the satisfaction of the Issuance Conditions and, if such notification is given orally, the Company for shall confirm same in writing on or prior to the exchange of some or all of Business Day next following. Until such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice notice is received by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”)Agent, the Warrant Agent shallmay presume conclusively for all purposes that the Issuance Conditions have not been met. If the Issuance Conditions are satisfied, as promptly as practicable, effect the Company or its agent shall cause a Contingent Warrant Exchange and shall promptly issue and deliver (or cause Issuance Form to be delivered) mailed to registered and beneficial owners of Common Stock as of the last day of the Holding Period, together with a letter of instruction pursuant to which the Company shall instruct each such beneficial owner that is a Qualifying Stockholder to properly complete, sign and return a Contingent Warrant Issuance Form to the Holder a Definitive Certificate for such Company within the time period specified therein. The Contingent Warrant Issuance Form shall contain representations and warranties as to (x) the number of Warrant Shares shares of Common Stock that they purchased in the name IPO, (y) the number of Qualifying Shares that they hold and (z) certain other matters set forth in the Contingent Warrant Certificate Request NoticeIssuance Form. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure Subject to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions provided in the Prospectus, the Contingent Warrant Issuance Form and this Agreement, upon receipt by the Company of properly completed Contingent Warrant Issuance Forms duly executed by the Qualifying Stockholders eligible to receive Warrants pursuant to this Agreement and the Contingent Warrant Issuance Form, the Company shall issue, for no additional consideration and in accordance with Section 2(c), an aggregate number of Warrants equal to the number of Qualifying Shares held by all such Qualifying Stockholders. (b) The number of shares of Common Stock that each Warrant will give the holder thereof the right to purchase (the “Warrant Shares”) in respect of each Qualifying Share held by a Qualifying Stockholder as of the Warrants evidenced by such Definitive Certificate and Close of Business on the terms last day of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably Holding Period will be required determined by the Warrant Agent or Company based on the Company.extent to which the 30-Day VWAP is less than the IPO price per share of Common Stock sold in the IPO, as follows:

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B-1, Exhibit B-2 and Exhibit B-3, as applicable. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be liable subject to, or responsible for, liquidated damages or any “Buy-In” (as defined in the Warrants) penalties or any other amounts payable or paid to any Holder or any other Person for the Company’s any failure or delay to deliver the Definitive Certificate as aforesaid. In addition, the Company shall indemnify and hold harmless the Warrant CertificateAgent against any claims made against the Warrant Agent for any such failure. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon (a) Subject to the initial issuance terms and conditions herein set forth, the Company agrees in consideration of each of the WarrantsPurchaser's Capital Commitment to issue as of May 28, 1999 to such Purchaser, Warrants to purchase the Warrant Agent shall issue aggregate number of shares of Common Stock set forth opposite such Purchaser's name on Schedule 2.2 hereto (all of the Global Certificates and deliver shares of Common Stock issuable upon exercise of the Warrants in being issued pursuant hereto being referred to herein as the DTC book-entry settlement system "Warrant Shares"); provided, however, that such Warrants shall be immediately canceled and shall be of no further force and effect if a Purchaser (a "Defaulting Purchaser") fails to satisfy its Capital Commitment when due to the Company in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Section 2.1; and provided, further, that such canceled Warrants shall be shown onre-issued to any Purchaser electing to fund the Capital Commitment of a Defaulting Purchaser, which opportunity shall be offered ratably to all Purchasers in accordance with their funded Capital Commitments pursuant to Section 2.1. (b) If a Defaulting Purchaser exercises its Warrants at any time on or prior to the Termination Date and fails to satisfy its Capital Commitment when due to the transfer Company in accordance with Section 2.1, then the Company shall have the right and option (the "Company Option") to purchase from such Defaulting Purchaser all of the shares of Common Stock issued upon exercise of such ownership shall be effected through, records maintained Warrants (isubject to anti-dilution adjustment) by DTC and for an aggregate purchase price of $1.00 (ii) by institutions that have accounts with DTC (each, a “Participant”the "Redemption Price"). If the Company so elects, a Holder will be permitted wishes to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If exercise the Company has so electedOption, then upon it shall deliver to such Defaulting Purchaser written notice by a Holder of the exercise thereof, and such Defaulting Purchaser shall be obligated to the Warrant Agent and the Company for the exchange of some or sell all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing shares of Common Stock to the same number of Warrant Shares, which request shall be in Company at the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery Redemption Price. The closing of such Warrant Certificate Request Notice transaction shall occur at the offices of the Company, at 10:00 a.m., local time, not more than three Business Days after the Company delivers such written notice to such Defaulting Purchaser. At such closing, (i) the Defaulting Purchaser shall deliver the certificate(s) representing such shares of Common Stock, against payment by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date Company of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of Redemption Price and (ii) the Company and will the Defaulting Purchaser shall execute such additional documents as may be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyrequired.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and Notice“and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and Date”and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon On the initial issuance Effective Date, the Warrants shall be issued by the Company in the amounts and to the recipients specified in the Warrant Allocation Schedule attached hereto as Exhibit A. In accordance with Section 4 hereof and the Plan, the Company shall cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such Warrants are not elected by the recipient thereof to be initially evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company shall cause to be issued to the applicable registered Holders, Warrants in the form of Global Warrant Certificates through the facilities of the Depository. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the limitations in U.S. Aviation Laws on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as “Warrant Shares”. The Company shall notify the Warrant Agent in writing of the occurrence of the Effective Date on such Effective Date. Until such notice is received by the Warrant Agent, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed may presume conclusively for all purposes to contain all of that the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A A1 (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent (a) The Company shall issue the Global Certificates execute and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent Agent, for authentication and delivery to the Depositary, or its custodian, for crediting to the accounts of its participants for the benefit of the Initial Warrantholders pursuant to the procedures of the Depositary on the Closing Date, one or more Global Unrestricted Warrants, together with Authentication Orders with respect thereto. The initial aggregate Number of Warrants represented by the Company. Ownership of beneficial interests in the Global Unrestricted Warrants shall be shown on, and equal to 725,926. On the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Closing Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, upon receipt of such Global Unrestricted Warrants and Authentication Orders, authenticate, manually countersign and deliver such Global Warrant to the Depositary, or its custodian, for crediting to the accounts of its participants pursuant to the procedures of the Depositary in accordance with Section 2.04. All such Warrants shall be dated as promptly of the Closing Date. Each Global Warrant shall evidence one or more Warrants. Each Warrant evidenced by a Global Warrant entitles the holder, upon proper exercise and payment of the Exercise Price to receive from the Company, as practicableadjusted as provided herein, effect one share of New Common Stock. (b) The Company shall execute and deliver to the Warrant Exchange Agent, for authentication and shall promptly issue and deliver (or cause to be delivered) delivery to the Holder Initial Warrantholders, Certificated Warrants bearing the Restricted Warrant Legend (each, a Definitive Certificate for such number of Warrant Shares “Restricted Certificated Warrant”) in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrantseach Initial Warrantholder, will be executed manually or by facsimile or electronic signature by together with Authentication Orders with respect thereto, evidencing an authorized signatory initial Number of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything Warrants equal to the contrary set forth number indicated next to such Initial Warrantholder’s name on Schedule II hereto (such Number of Warrants subject to adjustment from time to time as described herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and ) in accordance with the terms of this Warrant Agreement. A party requesting a Warrant Exchange must provide The initial aggregate Number of Warrants represented by the Restricted Certificated Warrants shall be equal to 1,693,827. On the Closing Date, the Warrant Agent shall, upon receipt of such Restricted Certificated Warrants and Authentication Orders, authenticate, manually countersign and deliver such Restricted Certificated Warrants to the applicable Initial Warrantholder and register such Initial Warrantholder as the Warrantholder of such Warrants in accordance with Section 2.04. All such Warrants shall be dated as of the Closing Date. (c) Except as set forth in Section 2.04 and Section 5.02, the Warrants delivered to the Initial Warrantholders or the Depositary (or a nominee thereof) on the Closing Date shall be the only Warrants issued or outstanding under this Warrant Agreement. (d) All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the issuance and authentication or any evidence of authority that may reasonably be required by other terms thereof. (e) The Company shall supply the Warrant Agent with an opinion of counsel with respect to the following: (i) Company’s organization and existence under the laws of its state of organization; (ii) the status of all future issuances of equity securities of Company covered by the appointment under the Securities Act of 1933, as amended (the “1933 Act”), and any other applicable federal or state statute; and (iii) that all issued Warrants, excluding any Warrants that are issued pursuant to an exemption from the Companyregistration requirements of Section 5 of the 1933 Act provided by Section 1145 of the Bankruptcy Code, are validly issued, fully paid and non-assessable. For future issuances of Warrants, the Company agrees to supply an appropriate opinion of counsel.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue and distribute the Warrants. (b) The maximum number of shares of Common Stock issuable pursuant to the Warrant Agent by the Company. Ownership exercise of beneficial interests in the Warrants shall be shown on3,938,298 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or promptly after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants which are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (including the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(c) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue the Warrants to holders of Third Lien Notes Secured Claims, as set forth in the Warrant Agent by the Company. Ownership Plan of beneficial interests in Reorganization. (b) The maximum number of shares of Common Stock issuable pursuant to exercise of the Warrants shall be shown on4,411,765 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or promptly after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants which are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (including the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(d) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall (a) The Issuer hereby agrees to issue the Global Certificates and deliver to Holder or, at the Warrants in the DTC book-entry settlement system in accordance option of Holder and upon compliance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer provisions of such ownership shall be effected throughSection 4, records maintained an Affiliate thereof designated by Holder in writing, (i) by DTC on the Closing Date, one or more Warrant Certificates evidencing 320,000 Warrants, which shall entitle the Holder to purchase, in the aggregate, 320,000 shares of Common Stock at an Exercise Price of $2.88 per share and (ii) by institutions that have accounts if applicable, one or more Warrant Certificates evidencing the Warrants to be issued in accordance with DTC the provisions of subsection 3(b) below, on the date on which the Warrant Certificates evidencing such Warrants issued pursuant to this Warrant Agreement are exercised (each, a “Participant”the "EXERCISE DATE"). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or less than all of such Holder’s the Warrants held in book-entry form for a Definitive Certificate evidencing are exercised on the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Exercise Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed entitled to be receive a Warrant Certificate for the holder remaining Warrants of the Definitive Certificate and, notwithstanding anything like tenor to the contrary set forth hereinWarrant Certificate surrendered for exercise. The remaining Warrants shall entitle the Holder to purchase, on the subsequent Exercise Date, the Definitive Certificate shall be deemed for all purposes number of Warrants outstanding on such Exercise Date pursuant to contain all of the terms such Warrant Certificate, on and conditions of the Warrants evidenced by such Definitive Certificate and in accordance with the terms of this Warrant Agreement. A party requesting a Each Warrant Exchange must provide shall entitle the holder of such Warrant to purchase from the Issuer one (1) Validly Issued share of Common Stock at the applicable Exercise Price upon surrender of the applicable Warrant Certificate and payment of the applicable Exercise Price to the Issuer. The Exercise Price and number of Warrant Agent Shares purchasable upon exercise of the Warrants are subject to adjustment as set forth in this Warrant Agreement. (b) If at any evidence time prior to the Expiration Date the average Fair Market Value of authority that may reasonably be required the Issuer's Common Stock during any (i) consecutive ten (10) day period or (ii) rolling thirty (30) day period, is less than or equal to ninety-five percent (95%) of the Fair Market Value of the Common Stock on the Closing Date, the Issuer hereby agrees to promptly issue and deliver to Holder or, at the option of Holder and upon compliance with the transfer provisions of Section 4, an Affiliate thereof designated by Holder in writing, one or more Warrant Certificates evidencing 55,000 Warrants, which shall entitle Holder to purchase on the Warrant Agent or Exercise Date, in the Companyaggregate, 55,000 shares of Common Stock at an Exercise Price equal to the Fair Market Value of the Common Stock on the Closing Date.

Issuance of Warrants. Upon Prior to the initial issuance Detachment Date, beneficial ownership of each Warrant shall be evidenced by the Unit certificate to which such Warrant relates, bearing the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE INCLUDE THE BENEFICIAL OWNERSHIP IN A STOCK PURCHASE WARRANT FOR ONE SHARE OF COMMON STOCK OF THE COMPANY, SUBJECT TO ADJUSTMENTS AS SET FORTH IN THE WARRANT AGREEMENT GOVERNING THE WARRANTS, WHICH STOCK PURCHASE WARRANT IS HELD BY THE WARRANT AGENT AND IS DEEMED TO BE ATTACHED HERETO AND IS NOT DETACHABLE HEREFROM NOR EXERCISABLE EXCEPT AS SET FORTH IN THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS AND ENTITLED TO THE BENEFITS OF SUCH WARRANT AGREEMENT, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. UPON DETACHMENT OF THE WARRANT FOLLOWING THE DETACHMENT DATE, A SEPARATE COMMON STOCK CERTIFICATE AND A WARRANT CERTIFICATE REPRESENTING OWNERSHIP OF THE COMMON STOCK AND THE WARRANTS, RESPECTIVELY, WILL BE ISSUED TO THE REGISTERED HOLDER OF THIS UNIT CERTIFICATE. After the Detachment Date, Warrants offered and sold to QIBs will be, except as provided in the last paragraph of this Section 3.3, issued in the form of a single, permanent Global Warrant Certificate in definitive, fully registered form, in substantially the form set forth in Exhibit A to this Agreement (including the information called for by footnotes 1, 2, 3 and 4 thereof) (the "Restricted Global Warrant Certificate"), which will be deposited with the Warrant Custodian and registered in the name of the WarrantsDepositary or a nominee of the Depositary. Warrants transferred pursuant to an effective registration statement under the Securities Act or in reliance on Rule 144 (and, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system each such case, in accordance with written instructions delivered Section 3.3 of this Agreement) will be, upon request of the transferor, represented by a single, permanent Global Warrant Certificate in definitive, fully registered form, in substantially the form set forth in Exhibit A to this Agreement (including the information called for by footnotes 1, 3 and 4 thereof) (the "Unrestricted Global Warrant Certificate"), which will be held by the Warrant Agent by the Company. Ownership of beneficial interests Custodian and registered in the name of the Depositary or a nominee of the Depositary. Each Global Warrant Certificate shall represent such of the outstanding Warrants as shall be shown on, specified therein and each shall provide that it shall represent the transfer aggregate number of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, transfers and exercises. Any endorsement of a Warrant Exchange (as defined herein) pursuant to a Global Warrant Certificate Request Notice (as defined herein). If to reflect the Company has so elected, then upon written notice by a Holder to amount of any increase or decrease in the Warrant Agent and the Company for the exchange amount of some or all of such Holder’s outstanding Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request represented thereby shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required made by the Warrant Agent or the CompanyWarrant Custodian, at the direction of the Warrant Agent, in accordance with instructions given by the Holder of the Global Warrant Certificate and in accordance with Section 3.3 of this Agreement. After the Detachment Date, Warrants offered and sold (i) to Accredited Investors who are not QIBs or (ii) to QIBs who elect by written notice to the Company to take physical delivery of Definitive Warrant Certificates rather than a beneficial interest in a Global Warrant Certificate, will be issued in the form of Definitive Warrant Certificates. Definitive Warrant Certificates may also be issued in accordance with Section 3.3 of this Agreement.

Issuance of Warrants. Upon As a further inducement to the initial Lender to make the loans to the Borrower specified herein, the Borrower shall, concurrently with the advance of funds under Tranche 1, execute and deliver the Warrant Agreement and issue certificates evidencing that the Lender is the owner of the Warrants. The Warrants shall be issued in accordance with the Warrant Agreement subject to the following terms and conditions: (i) The aggregate number of Warrants issued to Lender shall be that number which, assuming exercise of all Warrants by Lender, would, at the time of issue and at all times when such Warrants are outstanding, represent 51% of all of the outstanding Common Stock of the Borrower, on a fully diluted basis, including the shares issuable upon exercise of the Warrants; (ii) The aggregate exercise price of the Warrants shall be $2,500,000. Subject to the aggregate exercise price the Lender may designate different exercise prices for the Warrants. (iii) The Lender will execute and deliver a separate Warrant Agreement for each different exercise prices; (iv) The Lender may tender Promissory Notes issued by the Borrower herein in satisfaction of the exercise price of the Warrants; (v) The Borrower shall grant registration rights with respect to the Common Stock exercisable upon exercise of the Warrants; (vi) The Warrants shall expire sixty-one (61) months from the date of their issuance, except in the event of a default by Lender hereunder, in which case 50% of the Warrants then outstanding, shall expire within one year from the date of notice of such default; (vii) In the event that the Borrower does not have sufficient authorized capital to permit the issuance of sufficient shares of Common Stock to permit Lender, upon exercise of the Warrants, to own 51% of the Warrant Agent outstanding Common Stock of Borrower, then, Borrower shall issue the Global Certificates to Lender Stock Appreciation Rights. The number, terms and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership other conditions of beneficial interests in the Warrants such Stock Appreciation Rights shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form Exhibit 6(vii) attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyhereto.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the VNR Common Unit Warrants and VNR Preferred Unit Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such VNR Common Unit Warrants and VNR Preferred Unit Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue (“Direct Registration Warrants”). In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Global Certificates Warrant Certificate entitles the Holder, upon proper exercise and deliver payment of the Exercise Price, to receive from the Company, as adjusted as provided herein, one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock and/or Other Securities deliverable upon proper exercise of the Warrants in are referred to herein as the DTC book-entry settlement system in accordance with written instructions delivered “Warrant Shares.” The maximum number of Warrant Shares issuable pursuant to the Warrant Agent by the Company. Ownership of beneficial interests in the all VNR Common Unit Warrants issued pursuant to this Agreement shall be shown on640,875.75 shares, the maximum number of Warrant Shares issuable pursuant to all VNR Preferred Unit Warrants issued pursuant to this Agreement shall be 621,649.49 shares, and the transfer maximum number of such ownership Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be effected through1,262,525.24 shares, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will in each case as such amount may be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange and a Buy-In (as defined in the Warrant). Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be liable subject to, or responsible for, liquidated damages or any “buy-in” penalties or any other amounts payable or paid to any Holder or any other Person for the Company’s any failure or delay to deliver the Definitive Certificate as aforesaid. In addition, the Company shall indemnify and hold harmless the Warrant CertificateAgent against any claims made against the Warrant Agent for any such failure. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered Prior to the Detachment Date, beneficial ownership of each Warrant Agent shall be evidenced by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted Common Stock certificate to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by relates, bearing the Holderfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE INCLUDE THE BENEFICIAL OWNERSHIP IN A STOCK PURCHASE WARRANT FOR A NUMBER OF WARRANT SHARES EQUAL TO ONE-FIFTH OF THE NUMBER OF SHARES OF COMMON STOCK SET FORTH ON THE FACE HEREOF, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive CertificateSUBJECT TO ADJUSTMENTS AS SET FORTH IN THE WARRANT AGREEMENT GOVERNING THE WARRANTS, a “Warrant Exchange”)WHICH STOCK PURCHASE WARRANT IS HELD BY THE WARRANT AGENT AND IS DEEMED TO BE ATTACHED HERETO AND IS NOT DETACHABLE HEREFROM NOR EXERCISABLE EXCEPT AS SET FORTH IN THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS AND ENTITLED TO THE BENEFITS OF SUCH WARRANT AGREEMENT, the Warrant Agent shallA COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. UPON DETACHMENT OF THE WARRANT FOLLOWING THE DETACHMENT DATE, as promptly as practicableA SEPARATE COMMON STOCK CERTIFICATE AND A WARRANT CERTIFICATE REPRESENTING OWNERSHIP OF THE COMMON STOCK AND THE WARRANTS, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the WarrantsRESPECTIVELY, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyWILL BE ISSUED TO THE REGISTERED HOLDER OF THIS COMMON STOCK CERTIFICATE.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in or determinable under the Plan. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such Warrants are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to (i) the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) hereof and (ii) any limitations as determined by the Company in its reasonable discretion to assure compliance with applicable regulatory requirements, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as “Warrant Shares”. The Company shall promptly notify the Warrant Agent in writing upon the occurrence of the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed may presume conclusively for all purposes to contain all of that the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyEffective Date has not occurred.

Issuance of Warrants. (a) As of the Effective Date, (a) in exchange for the applicable outstanding Replacement Warrant, each Holder shall be issued an Amended and Restated Replacement Warrant in the form of Exhibit A attached hereto, which Amended and Restated Replacement Warrant will be immediately exercisable as of the Effective Date for the number of shares of Common Stock set forth opposite such Holder’s name on Schedule I hereto and (b) in exchange for the applicable outstanding Additional Warrant, each Holder shall be issued an Amended and Restated Additional Warrant in the form of Exhibit B attached hereto, which Amended and Restated Additional Warrant will be immediately exercisable as of the Effective Date for the number of shares of Common Stock set forth opposite such Holder’s name on Schedule I hereto. Upon the initial issuance of the Amended and Restated Warrants to each Holder, such Holder’s Warrants shall be deemed cancelled and extinguished, without need for surrender to the Company of the Warrants or any other further action by any of the parties to this Agreement, and such Warrants shall thereupon be null and void and have no further force or effect. Each such Holder agrees that, as of the Effective Date, all rights and obligations of such Holder with respect to the Warrants or of the Company with respect to the Warrants, as set forth in the Warrants, the Warrant Agent shall issue the Global Certificates Subscription Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer any related agreement of such ownership Holder, including, without limitation, any related document entered into with respect to such Warrants, shall terminate. Each such Holder agrees to execute such documents and other papers and take such further actions as may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted reasonably required or desired to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all evidence cancellation of such Holder’s Warrants held in book-entry form Warrants. (b) As of the Effective Date, as consideration for early conversion of the Note, the Company will make a Definitive Certificate evidencing conversion payment to the same number of Holder by issuing the Payment Warrant Shares, which request shall be in the form of Exhibit C attached hereto hereto, which Payment Warrant will be immediately exercisable as Annex A (such notice, of the “Warrant Certificate Request Notice” and Effective Date for the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number shares of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name Common Stock set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Companyopposite such Holder’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyname on Schedule I hereto.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as practicable after the Effective Date (such date, the “Date of Issuance”), the Company will issue the Warrants to holders of Allowed Unsecured Notes Claims and Allowed General Unsecured Claims, as set forth in the Warrant Agent by the Company. Ownership Plan of beneficial interests in Reorganization. (b) The maximum number of shares of Common Stock issuable pursuant to exercise of the Warrants shall be shown on2,213,789 shares, and the transfer of as such ownership shall amount may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or promptly after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants which are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (including the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(d) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate or Individual Warrant Certificate entitles the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as the “Warrant Shares”. To the extent the Warrant Shares are shares of Common Stock, the maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or 7,751,221 shares of Common Stock, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall FORM OF WARRANT. The Company will issue the Global Certificates and deliver 250,000 Warrants (the Warrants "Original Warrants") to Parkxx, xx to an affiliate thereof designated by Parkxx, xx the Closing Date referred to in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the CompanyCredit Agreement. Ownership The form of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company warrant certificate for the exchange of some or all of such Holder’s Original Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form is attached hereto as Annex A (such noticeExhibit A. If the Loan is not repaid in full, inclusive of any and all interest and other amounts due under the “Warrant Certificate Request Notice” and Credit Agreement, by June 30, 1997, then the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and Company shall promptly issue and deliver an additional 50,000 Warrants (or cause to be deliveredthe "June 1997 Warrants") to Parkxx, xx to an affiliate designated by Parkxx, xx June 30, 1997. The form of warrant certificate for the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form June 1997 Warrants is attached hereto as Exhibit B. In no event Furthermore, if the Loan is not repaid in full, inclusive of any and all interest and other amounts due under the Credit Agreement, by December 31, 1997, then the Company shall issue and deliver an additional 50,000 Warrants (the Warrant Agent be liable "December 1997 Warrants") to Parkxx, xx to an affiliate designated by Parkxx, xx December 31, 1997. The form of warrant certificate for the December 1997 Warrants is attached hereto as Exhibit C. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the Chairman of the Board or the President of the Company’s failure , under its corporate seal, affixed or in facsimile, attested by the manual or facsimile signature of the Secretary of the Company. A Warrant bearing the manual or facsimile signature of individuals who were at any time the proper officers of the Company shall bind the Company notwithstanding that such individuals or any of them shall have ceased to deliver hold such offices prior to the delivery of such Warrant Certificate. The Company agrees that, upon or did not hold such offices on the date of delivery this Warrant Agreement. Warrants shall be dated as of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder date of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required execution thereof by the Warrant Agent Company either upon initial issuance or the Companyupon division, exchange, substitution or transfer.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A1 (as it relates to the Series A Common Warrants), Annex A2 (as it relates to the Series B Common Warrants) or Annex A3 (as it relates to the Series C Common Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it relates to the Series A Common Warrants), Exhibit B2 (as it relates to the Series B Common Warrants) or Exhibit B3 (as it relates to the Series C Common Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent (a) The Company shall issue the Global Certificates execute and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by Agent, for authentication and delivery to the Company. Ownership Depositary, or its custodian, for crediting to the accounts of beneficial interests in its participants for the Warrants shall be shown onbenefit of the Initial Warrantholders pursuant to the procedures of the Depositary on the Closing Date, and the transfer of such ownership shall be effected through, records maintained (i) by DTC one or more Global Warrants in substantially the form set forth in Exhibit B-1 hereto, together with an Authentication Order with respect thereto, evidencing an initial aggregate Number of Warrants equal to the number of Initial Series A Warrant Shares and (ii) by institutions that have accounts one or more Global Warrants in substantially the forms set forth in Exhibit B-2 hereto, together with DTC (eachan Authentication Order with respect thereto, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder evidencing an initial aggregate Number of Warrants equal to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Initial Series B Warrant Shares, which request shall be in . On the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Closing Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicableupon receipt of such Global Warrants and Authentication Orders, effect the Warrant Exchange and shall promptly issue authenticate and deliver (or cause to be delivered) such Global Warrants to the Holder a Definitive Certificate Depositary, or its custodian, for crediting to the accounts of its participants for the benefit of the Initial Warrantholders pursuant to the procedures of the Depositary in accordance with Section 2.02 and register such number of Warrant Shares Global Warrants in the name accordance with Section 2.05. (b) Except as set forth in Section 2.05, Section 5.02 and Article 4, the Global Warrants delivered to the Depositary (or a nominee thereof) on the Closing Date shall be the only Warrants issued or outstanding under this Warrant Certificate Request Notice. Such Definitive Certificate will Agreement. (c) All Warrants issued under this Warrant Agreement shall in all respects be dated equally and ratably entitled to the original issue date benefits hereof, without preference, priority, or distinction on account of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory actual time of the Company issuance and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the authentication or any other terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companythereof.

Issuance of Warrants. Upon (a) On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on or as soon as practicable after the Distribution Date (such date, the “Date of Issuance”), the Company will issue the Warrants to the Warrant Agent by the Company. Ownership holders of beneficial interests Unsecured Notes Claims and General Unsecured Claims, as set forth in the Warrants Plan of Reorganization. (b) Each Warrant shall be shown on, and exercisable for 0.00001% of the transfer Common Stock Deemed Outstanding as of the date of such ownership shall Warrant’s exercise, as may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice this Agreement. (c) Unless otherwise provided in this Agreement, the Warrants (such Warrants being referred to as defined herein). If “Book-Entry Warrants”) shall be issued through the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing facilities of The Depository Trust Company, as depositary (the same number of Warrant Shares“Depositary”), which request shall be in the form attached hereto as Annex A of one or more global warrant certificates (such notice, the “Global Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeCertificates”), duly executed on behalf of the Company and countersigned, either by manual or facsimile signature, by the Warrant Agent shallAgent, as promptly as practicablein the manner set forth in Section 3.2(b) below, effect which the Warrant Exchange and Company shall promptly issue and deliver (deliver, or cause to be delivered) delivered to the Holder a Definitive Certificate for such number of Warrant Shares in Depositary, on or promptly after the name set forth in Effective Date. Notwithstanding the Warrant Certificate Request Notice. Such Definitive Certificate will be dated foregoing, any Warrants that are not issuable through the original issue date mandatory reorganization function of the WarrantsDepositary shall either be (x) represented by certificates (including the Global Warrant Certificates, will be executed manually “Warrant Certificates”; and any Warrant represented by a Warrant Certificate, other than a Global Warrant Certificate, being referred to as a “Certificated Warrant”) or (y) issued by facsimile or electronic signature by an authorized signatory entry registration on the books of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder (“Direct Registration Warrants”) and shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required reflected on statements issued by the Warrant Agent from time to time to the holders thereof (the “Warrant Statements”); provided that any Certificated Warrants or Direct Registration Warrants that are not subject to any restriction on Transfer or exercise, or are not subject to any vesting requirements (such restrictions or requirements, “Warrant Restrictions”), may be exchanged at any time for a corresponding number of Book-Entry Warrants, in accordance with Section 6.1(d) and the Companyapplicable procedures of the Depositary and the Warrant Agent.

Issuance of Warrants. Upon On the initial issuance terms and subject to the conditions of the Warrants, the Warrant Agent shall issue the Global Certificates this Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered the terms of the Plan of Reorganization, on the Effective Date, Warrants to purchase the Warrant Agent Shares will be issued by the CompanyCompany to Xx. Ownership of beneficial interests in the Xxxxx (or his designees), such Warrants shall to be shown onclassified as CII Settlement Claim Warrants. On such date, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so electswill deliver, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered, at the option of Xx. Xxxxx (or his designees), (i) to the Holder Depositary, one or more Global Warrant Certificates evidencing a portion of the Warrants or (ii) to Xx. Xxxxx (or his designees), one or more Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date Certificates evidencing a portion of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required Upon receipt by the Warrant Agent of a written order of the Company pursuant to Section 3.4 hereof, the remainder of the Warrants shall be issued by book-entry registration on the books of the Warrant Agent (“Book-Entry Warrants”) and shall be evidenced by statements issued by the Warrant Agent from time to time to the Registered Holders of Book-Entry Warrants reflecting such book-entry position (the “Warrant Statements”). The maximum number of shares of New Common Stock issuable pursuant to the Warrants shall be 4,669,384 shares, as such amount may be adjusted from time to time pursuant to this Agreement. The Company shall promptly notify the Warrant Agent in writing upon the occurrence of the Effective Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the CompanyBusiness Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that the Effective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof in such denominations and otherwise in accordance with written the instructions delivered to the Warrant Agent by the Company. To the extent the Warrants are Depository Trust Company (“DTC”) eligible as of the Issuance Date, all of the Warrants shall be represented by one or more Book-Entry Warrants deposited with DTC and registered in the name of Cede & Co., a nominee of DTC. Ownership of beneficial interests in the Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and or its nominee for each Book-Entry Warrant; (ii) by institutions that have accounts with DTC (eachsuch institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Company so elects, a Holder will be permitted Warrants are not DTC Eligible as of the Issuance Date or DTC subsequently ceases to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC make its book-entry settlement system available for the same number Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) days of when the Warrants evidenced by a Definitive Certificateare not eligible for, a “Warrant Exchange”)or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause provide written instructions to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure DTC to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence for cancellation of authority that may reasonably be required by each Book-Entry Warrant, and the Company shall instruct the Warrant Agent or to deliver to DTC definitive certificates in physical form evidencing such Warrants in substantially the Company.form annexed hereto as Exhibit A.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein and subject to the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m), one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or [●] shares, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance (a) As of the WarrantsEffective Date, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company exchange for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Noticeoutstanding Warrant, the Holder shall be deemed to issued an Amended and Restated Warrant in the form of Exhibit A attached hereto, which Amended and Restated Warrant will be the holder immediately exercisable as of the Definitive Certificate and, notwithstanding anything Effective Date for the number of shares of Common Stock set forth opposite such Holder’s name on Schedule I hereto. Upon issuance of the Amended and Restated Warrant to the contrary set forth hereinHolder, the Definitive Certificate Holder’s Warrant shall be deemed cancelled and extinguished, without need for all purposes surrender to contain all the Company of the terms and conditions Warrant or any other further action by any of the Warrants evidenced by such Definitive Certificate parties to this Agreement, and the terms Warrant shall thereupon be null and void and have no further force or effect. The Holder agrees that, as of this Agreement. A party requesting a Warrant Exchange must provide the Effective Date, all rights and obligations of the Holder with respect to the Warrant Agent or of the Company with respect to the Warrant, as set forth in the Warrant, the Subscription Agreement and any related agreement of the Holder, including, without limitation, any related document entered into with respect to the Warrant, shall terminate. The Holder agrees to execute such documents and other papers and take such further actions as may be reasonably required or desired to evidence cancellation of authority that may reasonably the Holder’s Warrant. (b) As of the Effective Date, as consideration for early conversion of the Note, the Company will make a conversion payment to the Holder by issuing the Payment Warrant in the form of Exhibit B attached hereto, which Payment Warrant will be required by immediately exercisable as of the Warrant Agent or Effective Date for the Companynumber of shares of Common Stock set forth opposite such Holder’s name on Schedule I hereto.

Issuance of Warrants. Upon (a) Until such time as the initial aggregate principal amount of all Notes repaid shall equal the Loan Amount, upon the payment of principal on any Note (upon payment, prepayment or at maturity), the Company shall be obligated to issue to Lender Warrants, as follows: (i) on the date of payment of principal on a Note or Notes of at least $300,000, a Warrant shall be issued for all principal on repaid Notes with respect to which a Warrant has not been issued as of the date of such payment; or (ii) on June 30 and December 31 of each year, a Warrant shall be issued for all principal on repaid Notes with respect to which a Warrant has not otherwise been issued (including with respect to all amounts prepaid under Section 3.3(a)(ii)); and (iii) a Warrant shall be issued on the Maturity Date for all principal on repaid Notes (including Notes repaid on the Maturity Date) with respect to which a Warrant has not otherwise been issued. (b) Each Warrant shall initially be for the number of shares of Common Stock equal to (i) the principal repaid on Notes to which the Warrant relates, divided by (ii) the weighted average closing price of the Common Stock on the Nasdaq Stock Market (or such other market or exchange where the Company’s stock price is reported at that time) on the date of issuance of the Warrants, Notes to which the Warrant Agent shall issue relates (the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the “Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantClosing Share Price”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall a Warrant be issued for an amount including a fractional share, and if such calculation would otherwise result in a Warrant being issued for a fractional share, such fractional share shall be carried forward and added to the number of shares of Common Stock for which the next Warrant Agent issued, if any, may be liable for the Company’s failure exercised. (c) The number of shares to deliver the which a Warrant Certificate. The Company agrees thatis subject may be decreased if, upon the date Change of delivery Control, 85% of the average price paid per share of Common Stock by any Person who engages in a transaction or series of transactions resulting in the Change of Control (the “Change of Control Price”), exceeds the applicable Warrant Certificate Request NoticeClosing Share Price (as appropriately adjusted for any stock splits, stock dividends, or other events described in Section 4 of the Holder Warrant). In such event the Warrant shall be deemed exercisable for the number of shares of Common Stock equal to (i) the principal repaid on Notes to which the Warrant relates, divided by (ii) 85% of the Change of Control Price. The per share purchase price for the shares to be the holder purchased upon exercise of the Definitive Certificate and, notwithstanding anything each Warrant shall be equal to the contrary set forth herein, Conversion Price per share (as defined below) applicable at the Definitive Certificate shall be deemed for all purposes to contain all time of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyexercise.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein, one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or 2,173,913 shares, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B-1 and Exhibit B-2, as applicable. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable for to deliver, the Company’s failure Definitive Certificate to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery Holder within three (3) Trading Days of the Warrant Certificate Request Notice, Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything subject to the contrary set forth hereinWarrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Definitive Certificate Company shall be deemed pay to the Holder, in cash, as liquidated damages and not as a penalty, for all purposes to contain all each $1,000 of the terms and conditions of the Warrants Warrant Shares evidenced by such Definitive Certificate and Certificate, of the terms of this Agreement. A party requesting a Warrant Exchange must provide to Common Stock on the Warrant Agent any evidence of authority that may reasonably be required by Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Agent or Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Company.Holder rescinds such

Issuance of Warrants. Upon (a) On the initial issuance of the WarrantsClosing Date, the Warrant Agent Company shall initially issue and execute the Global Certificates and deliver the Warrants in the DTC book-entry settlement system Warrant (in accordance with written instructions delivered Section 2.02) evidencing an initial aggregate Number of Warrants equal to the Warrant Agent by the Company. Ownership 7,777,779 (such Number of beneficial interests in the Warrants shall to be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted subject to elect at any time or adjustment from time to time a Warrant Exchange (as defined described herein) pursuant to a in accordance with the terms of this Warrant Certificate Request Notice (as defined herein). If Agreement and the Company has so elected, then upon written notice by a Holder Plan and deliver such Global Warrant to the Warrant Agent, for authentication, along with a duly executed Authentication Order. The Warrant Agent shall then Transfer such Global Warrant to the Global Warrant Holder for crediting to the accounts of the applicable Participants for the benefit of the applicable Initial Warrant Holders pursuant to the procedures of the Depository and in accordance with the Plan on or after the Closing Date. The Global Warrant shall evidence one or more Warrants. Each Warrant evidenced thereby shall be exercisable upon payment of the Exercise Price for one Ordinary Share. (b) All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the issuance and authentication or any other terms thereof. Each Warrant shall be, and shall remain, subject to the provisions of this Warrant Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof. The Global Warrant Holder shall be bound by all of the terms and provisions of this Warrant Agreement as fully and effectively as if the Global Warrant Holder had signed the same. (c) Any Warrant that is forfeited by a Beneficial Owner, cancelled as a result of being unclaimed in accordance with Section E of Article VII of the Plan, or repurchased by the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed no longer outstanding for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. Upon (a) The Warrants issued by the initial issuance Company to each Participating Lender (or its applicable Affiliate or designee) represent the right, with respect to each Participating Lender (or its applicable Affiliate or designee) (each such Person, an “Original Warrant Party”), to purchase from the Company, subject to the vesting schedule set forth on Schedule I, a number of fully paid and nonassessable shares of the Company’s common stock having a par value of $0.001 per share (“Common Stock”) up to each such Original Warrant Party’s (or if an Affiliate or designee of a Participating Lender, such Affiliate’s or designee’s) Pro Rata Share (as set forth in the books and records of the Company) of the portion of the Underlying Shares described on Schedule I, on the terms and subject to the conditions set forth herein. (b) Notwithstanding Section 4(a), with respect to each Springing Warrant Lender, the Warrants to which such Springing Warrant Lender would have been entitled as of the date hereof (collectively, the “Springing Warrants, ”) shall not be issued on the date hereof and the Company shall issue any such Springing Warrants within three (3) Business Days following receipt by the Company (with a copy to the Warrant Agent) of written notice by such Springing Warrant Lender of its determination to receive its Springing Warrants and the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to reflect such issuance on the Warrant Agent Register; provided, however, at any time that (x) such Springing Warrants and the Underlying Shares with respect to such Springing Warrants are not eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144 and (y) the rights to such Springing Warrants are held by the Company. Ownership of beneficial interests in the an Original Warrant Party, such Springing Warrants shall be shown on, and issued the transfer later of such ownership shall be effected through, records maintained (i) by DTC within three (3) Business Days and (ii) the date that any registration statement filed by institutions that have accounts the Company with DTC (each, a “Participant”)respect to the offer and sale of the Underlying Shares of such Springing Warrants is declared effective by the U.S. Securities and Exchange Commission. If the Company so elects, a Holder will be permitted to elect at issuance date of any time Springing Warrants that are 5% Warrants or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder 4.99% Warrants is subsequent to the Warrant Agent and applicable vesting date identified on Schedule I, the Company for the exchange of some or all applicable portion of such Holder’s Springing Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) vested to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding extent described on Schedule I. Notwithstanding anything to the contrary set forth herein, in connection with the Definitive Certificate occurrence of any Termination Date (as defined in the Superpriority Credit Agreement) with respect to the Superpriority Credit Agreement, all Springing Warrants shall be deemed for all purposes issued and vested as of such Termination Date according to contain all the vesting schedule set forth on Schedule I as if the Springing Warrant had been issued prior to such Termination Date so that each Springing Warrant Lender shall be deemed as of the Termination Date to be the Registered Holder of any Springing Warrant issued upon its written notice even if such written notice is delivered after such Termination Date and such Springing Warrant Lender shall be considered vested on the same terms and conditions schedule set forth on Schedule I as all other Registered Holders. Solely for U.S. federal and applicable state and local income tax purposes, the parties hereto agree to treat an Springing Warrant Lender as the “tax owner” of the Warrants evidenced by underlying such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide Lender’s Springing Warrants pursuant to the Warrant Agent principles of Rev. Rul. 82-150, and not to take any evidence of authority that may reasonably be contrary position with respect to any tax authority, except as otherwise required by the Warrant Agent or the Companyapplicable law.

Issuance of Warrants. (a) Upon the initial issuance consummation of the WarrantsExchange Offer, the Warrant Agent Parent shall issue to each Record Holder, in exchange for Notes held of record by such Record Holder on the Global Certificates Exchange Offer Closing Date and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered validly tendered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request NoticeExchange Offer (without withdrawal of such tender), Warrants to purchase shares of Parent's Common Stock. Such Definitive Certificate will be dated Each Record Holder who validly tenders its Notes shall receive per $1,000 principal amount of such Notes so tendered, 22 Warrants, each representing the original issue date right to purchase one share of Parent's Common Stock. Warrants to acquire fractional shares of the Parent's Common Stock shall not be issued pursuant to this Section 2.2. Instead, if calculation of the number of Warrants issuable to any Record Holder in accordance with the foregoing results in a fractional number of Warrants, will the number of Warrants issuable to such Record Holder shall be executed manually or by facsimile or electronic signature by an authorized signatory of rounded to the Company and will be next highest whole number in the form attached hereto as Exhibit B. In no event shall case of a fractional interest equal to or greater than 0.5 and to the Warrant Agent be liable preceding whole number in the case of a fractional interest less than 0.5; provided that Parent may consolidate holdings of Warrants by Affiliates for the Company’s failure to deliver the Warrant Certificatepurposes of any such calculation. The Company agrees thatHolders, upon the date of delivery by their acceptance of the Warrant Certificate Request NoticeCertificates, the Holder expressly waive any and all rights to receive any fraction of a share of Parent's Common Stock or a stock certificate representing a fraction of a share of Parent's Common Stock. The Warrants shall be deemed delivered to be each Record Holder at no cost to such Record Holder. Each Warrant Certificate shall evidence the holder number of Warrants specified therein, and each Warrant evidenced thereby shall represent the Definitive Certificate right, subject to the provisions contained herein and therein, to purchase from Parent (and Parent shall issue and sell to such Holder) one (1) fully paid and non-assessable share of Parent's Common Stock (the shares purchasable upon exercise of a Warrant being hereinafter referred to as the "Warrant Shares" and, notwithstanding anything to the contrary set forth hereinwhere appropriate, the Definitive Certificate such term shall be deemed for all purposes to contain all also mean any other securities or property purchasable and deliverable upon exercise of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide as provided in Section 3 at the price specified herein and therein, in each case subject to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyadjustment as provided herein and therein).

Issuance of Warrants. Upon (a) The Company agrees to issue to Purchasers, pro rata based on the initial number of shares of Common Stock subscribed for by each Purchaser hereunder, warrants (individually the "Warrant" and collectively the "Warrants") exercisable for the purchase of an aggregate 1,300,000 shares of Common Stock at a price per share of $3.00. The Warrants shall be issued to Purchasers as of the date (the "Escrow Release Date") that the Escrowed Funds are released to the Company. The Warrants shall be fully transferable, and shall be exercisable by means of a cashless exercise at any time during the 18-month period commencing on the Escrow Release Date; provided that any transferee of Warrants that is not an affiliate of InveStar Capital, Inc. shall not be entitled to cashless exercise of the Warrants. The terms of the Warrants are set forth more fully in the form of Warrant annexed hereto as Exhibit B. For purposes of this Agreement an "affiliate" of a person or an entity shall mean any natural person or entity that directly or indirectly, through one or more intermendiaries, controls or is controlled by or is under common control with such person or entity, any entity in which such person or entity directly or indirectly, through one or more intermediaries, is a general partner, principal, managing member, beneficiary or otherwise a direct or indirect owner of a controlling interest or with which such person or entity may merge or consolidate. (b) The common stock issuable upon exercise of the Warrants (the "Warrant Shares") shall be entitled to the benefits of the registration rights granted by the Company pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated of even date herewith, by and among the Company and the Purchasers, a copy of which is annexed hereto as Exhibit E. (c) The Company and the Purchasers, having adverse interests and as a result of arm's length bargaining, agree that (i) the Purchasers have not rendered and have not agreed to render any services to the Company in connection with the issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and ; (ii) by institutions that have accounts with DTC the Warrants are not being issued as compensation; and (each, a “Participant”). If iii) the Company so elects, a Holder will be permitted to elect at any time or from time to time a fair market value of each Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” issuance for income tax and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder other purposes shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a $0.01 per Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyShare.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof (“Holders”) in such denominations and otherwise in accordance with written instructions delivered to the Warrant Agent by the Company. Initially, all of the Warrants shall be represented by one or more global Warrant Certificates registered in the name of Cede & Co., a nominee of The Depository Trust Company (“DTC”). Ownership of beneficial interests security entitlements in the Warrants held at DTC shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If Prior to due presentment for registration of transfer of any Warrant, the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to and the Warrant Agent may deem and treat the Holder as the absolute owner of such Warrant, for the purpose of any exercise thereof, and for all other purposes, and neither the Company for nor the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request Agent shall be in affected by any notice to the form attached hereto as Annex A contrary. The Warrant Certificates shall be executed on behalf of the Company by any two (such notice2) authorized officers of the Company (each, the an “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeAuthorized Officer”), which need not be the same authorized signatory for all of the Warrant Agent shallCertificates, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed either manually or by facsimile or electronic signature signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Company and will Warrant Agent, which need not be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable same signatory for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery all of the Warrant Certificate Request NoticeCertificates, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive and no Warrant Certificate shall be deemed valid for all purposes to contain all any purpose unless so countersigned. In case any Authorized Officer of the terms and conditions Company that signed any of the Warrants evidenced by such Definitive Certificate and Warrant Certificates ceases to be an Authorized Officer of the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required Company before countersignature by the Warrant Agent or and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company.

Issuance of Warrants. (a) Upon the initial issuance execution of this Agreement, the Company will execute and deliver to the Warrant Agent one or more Warrant Certificates representing the number of Warrants issued pursuant to the Plan. Upon written order of the WarrantsCompany signed by its Chairman or President, or a Vice President and its Secretary, the Warrant Agent shall countersign, issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by Plan for the Company. Ownership of beneficial interests consideration set forth in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”)Plan. If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Each Warrant Exchange (as defined herein) Certificate issued pursuant to a Warrant Certificate Request Notice (as defined herein). If this Section 2.1 shall evidence the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Warrant Certificate, a “to purchase one Warrant Exchange”)Share, subject to adjustment as provided in Section 5. (b) From time to time, up to the Expiration Date, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue countersign and deliver (or cause to be delivered) Warrant Certificates in required whole number denominations to the Holder a Definitive Certificate for persons entitled thereto in connection with any replacement, transfer, exchange, adjustment or other issuance permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder; (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Holder; (iii) those issued upon any transfer or exchange pursuant to Section 2.4 hereof; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 6 hereof; and (v) at the option of the Company, in such number form may be approved by the Board of Warrant Shares in the name set forth Directors, to reflect any reasonable adjustment or change in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request NoticePrice, the Holder shall be deemed to be the holder number of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all shares of the terms and conditions Common Stock purchasable upon exercise of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyas provided in Section 5 hereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent (a) Borrower shall issue to Agent, on the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered Closing Date, a warrant to purchase 100,000 shares of Borrower's stock (subject to the Warrant Agent by the Company. Ownership of beneficial interests adjustments, terms and conditions set forth in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (iWarrant) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in substantially the form attached hereto as Annex A EXHIBIT C (such notice, the “Warrant Certificate Request Notice” "1999 Warrants"). (b) If and only if Borrower extends the Maturity Date for six (6) months from the otherwise applicable date in accordance with the definition of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice "Maturity Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name " set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will Section 17 hereof, which decision shall be dated the original at Borrower's sole discretion, and as a condition precedent to such six-month extension, Borrower shall issue date to Agent a warrant to purchase an additional 100,000 shares of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be Borrower's stock in substantially the form attached hereto as Exhibit B. In no event shall EXHIBIT C (the Warrant Agent be liable for "2000 Warrants"; and together with the Company’s failure to deliver 1999 Warrants, the Warrant Certificate. "Warrants"). (c) The Company agrees that1999 Warrants will expire on December 31, upon 2004 and the 2000 Warrants will expire on the fifth anniversary of their date of delivery of the Warrant Certificate Request Notice, the Holder shall issuance. (d) The Warrants will be deemed initially issued to Agent. Agent will be the holder of the Definitive Certificate and, notwithstanding anything entitled to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions 5% of the Warrants evidenced by such Definitive Certificate and as an agency fee. Promptly following the terms earliest of (i) the termination of this AgreementAgreement pursuant to Section 2.6(a), (ii) December 31, 1999 or (iii) such other date as Agent reasonably determines, Agent (after deducting Warrants representing the agency fee) will transfer to each Lender (other than any Defaulting Lender) each Lender's Pro Rata Share of the remaining 1999 Warrants. A party requesting a Warrant Exchange must provide If the 2000 Warrants are issued, Agent (after deducting Warrants representing the agency fee) will transfer to each Lender (other than any Defaulting Lender) each Lender's Pro Rata Share of the Warrant Agent remaining 2000 Warrants. (e) Borrower and Lenders agree that (i) neither any evidence of authority that may reasonably be required by Lender nor any company affiliated with any Lender has rendered any services to Borrower in connection with this Agreement and (ii) the Warrant Agent or the CompanyWarrants are not being issued as compensation for services rendered.